Layoffs and Severance Sample Clauses

Layoffs and Severance. A. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons, shall, subject to execution of a standard Company separation agreement, receive gross severance based on years of service (chart below). The Company will not require a post- employment separation agreement that impinges on the employee’s rights under Section 7 of the NLRA. B. Any bargaining unit employee who is discharged under section (D) of Article 15 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance based on years of service (chart below). Years of Service (A) Weeks of severance (B) Weeks of severance Less than 1 yr 11 7 1 full yr 12 8 2 full yrs 12 8 3 full yrs 13 9 4 full yrs 16 12 5 full yrs 19 15 6 full yrs 22 18 7 full yrs 24 20 8+ full yrs 26 22 C. All severance payments shall be paid as a lump payment. D. Any bargaining unit employee who receives severance pursuant to paragraphs (A) and (B), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly amount to the carrier, the lump sum payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out-of-pocket financial share of premiums during employment. E. Terminated bargaining unit employees may link to published Work Product. F. In the event of a layoff of multiple bargaining unit employees, where the Company pays out accrued but unused Paid Time Off to any bargaining unit employee, it shall pay out accrued but unused Paid Time Off to all other bargaining unit employees as part of the same action. The decision to pay out any accrued but unused Paid Time Off shall remain at the sole discretion of the Company or as required by state law. G. Bargaining unit employees who are laid off during their approved parental leave shall receive the same parental leave considerations, in addition to contractual severance. as all other employees of the Company impacted by the same layoff action on the same terms and conditions as other employees of the Company. The decision to offer any...
Sample 1
Layoffs and Severance. An employee who is laid off by Catalist shall receive two (2) weeks’ notice or pay in lieu thereof. In addition, they shall receive one (1) week of severance pay for each year of service, prorated to the date of termination, in exchange for executing a separation and general release agreement in the form provided by the Employer and the employee complying with all employment and post-employment obligations therein. In circumstances where temporary employees and contractors are performing a majority of the bargaining unit work of employees who would be selected for layoff, the temporary employees and contractors shall be separated before laying off bargaining unit employees, unless (i) it is not feasible due to the impact on a project or (ii) the employees who would be selected for layoff are not qualified to perform the work performed by temporary employees and contractors.
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Layoffs and Severance. An employee who is laid off by the Employer shall receive two (2) weeks’ notice or pay in lieu thereof (equal to two (2) weeks’ pay at their weekly salary). Notice shall be provided to the Union, the Unit Chair and the affected employee. In addition, any employee who is laid off by the Employer shall receive two (2) weeks of severance pay for each year of service as a full-time or part-time employee, prorated to the date of termination, up to a cap of twenty (20) weeks, in exchange for executing a general release in the form provided by the Employer. Notwithstanding the foregoing, no employee shall receive less than four (4) weeks of severance pay, inclusive of the notice pay.
Sample 1
Layoffs and Severance a. The Employer shall notify the Guild of possible layoffs at least fourteen
Sample 1
Layoffs and Severance a) If, as a result of lay-off due to shortage of work, it becomes necessary to reduce the number of regular employees, seniority and job qualifications will be considered. b) Where there is a requirement to increase the number of regular employees within a year after a lay-off, employees will be hired in the reverse order of lay-off provided that they have the necessary qualifications to perform the work available. Seniority, which employees had at the time of lay-off, will be regained and adjusted on the date of re-employment, providing the employee is re-employed within one (1) year. c) Employees on lay-off must supply the company with a current address and phone number and the Company will make a reasonable effort to contact the employee by phone and registered mail. In the event the employee cannot be so contacted, declines the offer of employment or fails to notify the Company of his intention to return to work within three days of his receipt of the registered letter, he shall forfeit his seniority and right to recall. d) Where an employee is laid off and eligible for severance pay, the employee will receive severance pay based on the greater of: i) [Four weeks pay multiplied by 1.15]; or ii) [Two weeks pay plus two weeks pay for each year of continuous service multiplied by 1.15], provided in either case the employee has at least one year of continuous service with the company. Severance pay for a partial year of service will be calculated on a prorated basis The Company will take into consideration all applicable legislation and regulations in an effort to provide the employee with the greatest flexibility in the payment of severance pay. e) For the purpose of this Article, one week’s pay is defined as the employee’s basic hourly wage rate at the time of termination times 40 hours. f) An employee terminated and accepting severance payment under the above terms remains eligible to be considered for re-employment as a new employee. g) The parties have agreed to provisions with respect to job security, which appear as part of this Agreement in Exhibit “C”.
Sample 1
Layoffs and Severance. A. In the event of a reduction in force, layoff or restructuring, the Company shall provide, in addition to the severance and benefit continuation, two (2) weeks notice of layoff, or pay in lieu thereof, to each affected bargaining unit employee. B. In the event of a layoff or a termination pursuant to Article 13.D, a bargaining unit employee who is terminated after 6 months but less than one year of employment shall, upon execution of a standard Company waiver and release agreement, receive at least five (5) weeks of severance pay. An employee with at least one year of employment but less than two years of employment shall, upon execution of a standard Company waiver and release agreement, receive six (6) weeks’ severance pay. An employee with at least two years of employment but less than four (4) years of employment shall, upon execution of a standard Company waiver and release agreement, receive eight (8) weeks’ severance pay. An employee with at least four (4) years of employment shall, upon execution of a standard Company waiver and release agreement, receive 2 weeks’ severance pay per full year of service, with a maximum payment of 14 weeks of severance pay. For laid off bargaining unit employees who enroll in COBRA at a plan no greater than the plan they were enrolled in as an employee, the Company shall cover the employer share of health care for the same period as their severance period (starting with the employee’s termination date). The Company shall directly pay the employer share of COBRA to the COBRA administrator. Thereafter, laid off employees can continue in COBRA at the full cost. In the event of a layoff that would trigger a WARN notice under state or federal law, employees shall receive, instead of severance according the above formula, one week of severance pay for each year of service, with a cap of 8 weeks of severance pay, in addition to the WARN notice ( or pay in lieu thereof). C. For purposes of Article 19 of this Agreement, an employee who is laid off and is rehired within one year shall not suffer a break in continuity and shall have their prior years of service counted towards their total length of service. D. Upon being notified by the Company of a date of termination, an employee who leaves for other employment prior to that date of termination shall nevertheless receive full severance pay pursuant to the terms of this Article. E. The Company will adhere to any local, state and federal laws regarding layoffs including the W...
Sample 1
Layoffs and Severance. A. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons, shall, subject to execution of a standard Company separation agreement, receive gross severance based on years of service (chart below). B. Any bargaining unit employee who is discharged under section (D) of Article 15 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance based on years of service (chart below). Years of Service (A) Weeks of severance (B) Weeks of severance Less than 1 yr 11 7 1 full yr 12 8 2 full yrs 12 8 3 full yrs 13 9 4 full yrs 14 10 5 full yrs 16 12 6+ full yrs 18 14 C. All severance payments shall be paid as a lump payment. D. Any bargaining unit employee who receives severance pursuant to paragraphs (A) and (B), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly amount to the carrier, the lump sum payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out-of-pocket financial share of premiums during employment. E. Terminated bargaining unit employees may link to published Work Product.
Sample 1
Layoffs and Severance. Any bargaining unit employee that is laid off (“Laid Off Employees”) for economic or other reasons, shall, upon execution of standard Company severance and release agreement, receive severance per the below chart: Years of Service (A) Weeks of severance Less than 1 yr 11 1 full yr 12 2 full yrs 12 3 full yrs 13 4 full yrs 16 5 full yrs 19 6 full yrs 22 7 full yrs 24 8+ full yrs 26
Sample 1
Layoffs and Severance. A. The Employer shall provide two (2) weeks notice of layoffs, or in the alternative, provide two (2) weeks notice pay. Any bargaining unit employee who is laid off for economic or other reasons (“Laid Off Unit Employee”) shall, upon execution of a standard Organization severance and release agreement, receive gross severance equal to two (2) week’s salary per full year of service, with a minimum of eight (8) weeks severance and a maximum of twenty (20) weeks. B. For any bargaining unit employee who receives severance pursuant to paragraphs (A) and (E), and was receiving medical, dental and vision benefits through the Organization, and enrolls in COBRA, the Organization shall pay to the COBRA administrator the same Employer share of premiums as was being paid while the individual was an employee, for the portion of the severance period for which they are no longer receiving Organization benefits. . If the Organization can’t make such a direct payment to the COBRA administrator, then the Organization shall, by separate lump sum payment, pay to the employee the monetary equivalent of the Organization’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Organization benefits. In such circumstances, while terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out-of-pocket financial share of premiums during employment C. Employees shall receive severance pay in equal installments according to the regular bimonthly payroll schedule. An employee who is laid off and is rehired within six (6) months shall not suffer a break in continuity and shall have their prior years of service counted. D. An employee who leaves for other employment before their termination date, but after receiving notice of termination, shall nevertheless receive full severance pay. E. In the event an involuntary separation pursuant to the Article 15 entitled Discipline, Section 5, a bargaining unit employee shall, upon execution of a standard Company separation and release agreement, receive two (2) severance for each full year of service, with a minimum of six (6) weeks severance, and a maximum of twelve (12) severance, and COBRA payments in accordance with Sect...
Sample 1

Related to Layoffs and Severance

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

  • Termination and Severance Pay A. In the event Employee is terminated by the Board before the expiration of the term of this agreement without just cause, and during that time Employee is willing and able to perform his duties under this Agreement, the Board shall continue to pay Employee's salary for a period of four (4) months after the date of termination (the "Severance Period") and shall continue Employee's then current health insurance coverage for a period of four (4) months. In the event Employer is not able to maintain Employee's health insurance coverage pursuant to the terms of the Township health insurance plan, then Employer shall pay to Employee, for a period of four (4) months, the cost of health insurance premiums at a rate that will continue substantially similar health benefits for Employee and Employee's family, if applicable, as provided under the then current township health insurance plan. In addition, the Board shall pay the cash value of any accrued vacation time. All of the above shall hereinafter be referred to as the Severance Compensation. The parties agree that this Severance Compensation shall constitute Employee's sole and exclusive remedy for termination without just cause B. In the event Employee is terminated by the Board before the expiration of the term of this agreement with just cause, the Board shall have no obligation to pay the Severance Compensation set forth in Section 3A. C. In the event the Board, at any time during the term of this Agreement, reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across- the-board reduction for all employees of the Board, or in the event the Board refuses, following written notice, to comply with any other provision benefiting Employee herein, or Employee resigns following a written request by the Board that he resign, then, in that event, Employee may, at his option, be deemed to be "terminated without just cause" as of the date of such reduction, refusal to comply, or written request and Employee shall be entitled to the Severance Compensation as set forth in Section 3A. as if he were terminated without cause. For the purposes of this paragraph, the Board's failure to grant Employee a raise equivalent to that given any or all other Township Employees shall not be deemed a "reduction" as provided herein. D. In the event Employee desires to voluntarily resign his position with the Board before the expiration of the above term of this employment, then Employee shall give the Board thirty (30) days notice in advance, unless the parties agree otherwise in writing. In the event the Employee voluntarily resigns his position, he shall not be entitled to the severance pay provisions contained in Section 3A hereof. E. For the purposes of Section 3. hereof, "just cause" shall mean the following: (a) The Employee is convicted of a felony; (b) The Employee has failed or neglected to carry out his duties hereunder in any material and significant respect, or has been guilty of misfeasance, malfeasance, or nonfeasance in office for a period of thirty (30) days after written notice to him from the Board specifying the nature of such failure, neglect, misfeasance, malfeasance, or nonfeasance in office, unless such misfeasance, malfeasance, or nonfeasance is so egregious or of such a nature that it is of a criminal nature or it cannot be corrected. F. If the Employee is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of eight successive weeks beyond any accrued sick leave and vacation time, the Board shall have the option to terminate this Agreement, and Employee shall receive the Severance Compensation set forth under Paragraph 3A. above.

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Change in Control Severance Except as otherwise set forth herein, if a Change in Control occurs, and on, or at any time during the 24 months following, the Change in Control, (i) the Company terminates Executive’s employment for any reason other than Cause or Disability, or (ii) Executive terminates Executive’s employment for Good Reason, Executive shall be entitled to the following benefits: (i) The Company shall pay Executive, in a lump sum within 60 days following termination of Executive’s employment, severance equal to two times the sum of Executive’s Base Salary and Bonus (the full, non- prorated Bonus for the year of termination assuming attainment of the targeted performance goals at the 100% payout level). (ii) Executive also shall be entitled to receive any and all vested benefits accrued under any other incentive plans to the date of termination of employment, the amount, entitlement to, form, and time of payment of such benefits to be determined by the terms of such incentive plans. For purposes of calculating Executive’s benefits under the incentive plans, Executive’s employment shall be deemed to have terminated under circumstances that have the most favorable result for Executive under the applicable incentive plan. (iii) If, upon the date of termination of Executive’s employment, Executive holds any awards with respect to securities of the Company, (i) all such awards that are options shall immediately become vested and exercisable upon such date and shall be exercisable thereafter until the earlier of the third (3rd) year anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on any such awards of restricted stock, restricted stock units or other awards shall terminate or lapse, and all such awards of restricted stock, restricted stock units or other awards shall be vested and payable; and (iii) all performance goals applicable to any such performance-based awards that are “in cycle” (i.e., the performance period is not yet complete) shall be deemed satisfied at the “target” level (assuming 100% payout), and (iv) all such awards shall be paid in accordance with the terms of the applicable award agreement. The provisions of this subsection shall be subject (and defer) to the provisions of any incentive plan, award agreement or other agreement as it relates to an individual award to the extent such provisions provide treatment that is more favorable to Executive than the treatment described in this subsection and such more favorable provisions in such incentive plan, award agreement or other agreement shall supersede any inconsistent or contrary provision of this subsection. All of Executive’s awards with respect to securities of the Company that are outstanding upon the date of termination of Executive’s employment shall continue to be subject to, and enjoy the benefits and protections under, the terms of the incentive plan, the award agreement and any other plan, agreement, policy or other arrangement to which such awards are subject as of the effective date of Executive’s participation, including any employment security agreement or other written compensation arrangement (even if the remaining terms thereof are waived), without application of this subsection. (iv) Executive and Executive’s spouse and other qualified beneficiaries shall be eligible for continued coverage as follows: (A) If the Executive, Executive’s spouse and/or Executive’s other qualified beneficiaries are enrolled under a group health plan as defined by COBRA, on the date of termination of Executive’s employment, Executive, Executive’s spouse and/or Executive’s qualified beneficiaries may elect to continue such coverage under COBRA, except that the maximum coverage period shall be extended to no less than the Severance Period (but no more than 2 years) for that Executive, unless, after electing COBRA, the individual attains age 65 and becomes eligible for Medicare, in which case COBRA shall end for that individual. If Executive, Executive’s spouse and/or Executive’s other qualified beneficiaries elect COBRA coverage, the Company shall pay a portion of the COBRA costs for the Severance Period for that Executive (subject to any earlier termination of COBRA). The portion to be paid by the Company shall equal the amount necessary so that the total of the COBRA costs paid by Executive is equal to the costs that would have been paid by Executive for such coverage as an active employee immediately prior to termination of Executive’s employment or, if less, prior to the Change in Control. The cost of COBRA coverage paid by the Company may be taxable income to the Executive and reported on Executive’s Internal Revenue Service Form W-2. Executive, Executive’s spouse and/or Executive’s qualified beneficiaries may continue coverage under COBRA after the Severance Period for that Executive, provided they pay the full COBRA costs and COBRA otherwise remains available. (B) The benefits and/or extended coverage provided under this subsection shall cease prior to the date such benefits and/or extended coverage would otherwise end under subsection if and when Executive (A) obtains employment with another employer during the Severance Period and becomes eligible for coverage under any substantially similar plan provided by his/her new employer or (B) fails to pay the required active employee portion of the cost of coverage provided under this subsection in the time and manner specified by the Company or its designee. (v) Executive shall be entitled to payment for any accrued but unused vacation in accordance with the Company’s policy in effect at the time of termination of Executive’s employment, in a lump sum within 60 days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation that would have been earned had Executive’s employment continued during the Severance Period, and Executive waives any right to receive any such compensation. (vi) The Company shall, at the Company’s expense, provide Executive with 12 months of executive outplacement services with a professional outplacement firm selected by the Company; provided that Executive must use the outplacement services by no later than the end of the second calendar year following the calendar year in which the termination of Executive’s employment occurred and the total cost of such outplacement services must not exceed any per individual cap on such amounts in the Company’s agreement with the professional outplacement firm selected by the Company. (vii) Executive shall not be entitled to reimbursement for any other fringe benefits or perquisite payments during the Severance Period, including but not limited to dues and expenses related to club memberships, automobile, cell phone, expenses for professional services, executive physicals, and other similar perquisites. (viii) The Company shall pay as incurred (within ten calendar days following the Company’s receipt of an invoice from Executive) Executive’s out-of-pocket expenses, including attorneys’ fees, incurred by Executive at any time from the date of this Agreement through Executive’s remaining lifetime or, if longer, the statute of limitations for contract claims under applicable state law, in connection with any action taken to enforce the Executive’s rights under this Agreement or construe or determine the validity of this Agreement or otherwise in connection herewith, including any claim or legal action or proceeding, whether brought by Executive or the Company or another party; provided, Executive must be successful through judgment in his/her favor with respect to such action in order to recover fees under this Section 5(f)(viii); provided further, that Executive shall have submitted an invoice for such fees and expenses at least fifteen calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit. The Company’s obligation to pay Executive’s eligible legal fees and expenses under this Section 5(f)(viii) shall not be conditioned upon the termination of Executive’s employment.

  • Termination Severance Either party may terminate the employment relationship as evidenced by this Agreement at any time and for any reason upon ninety days written notice to the other. a. If You elect to terminate the employment relationship, or if You are terminated by the Company for Cause, You shall receive Base Pay and benefits through the date of termination. Cause means your termination of employment with the Corporation based upon embezzlement or other intentional misconduct which is materially injurious to the Corporation, monetarily or otherwise. b. If the Corporation elects to terminate the employment relationship or if You elect to resign for Good Reason, You shall receive a severance payment equal to one and one-half (1-1/2) times the sum of your present Base Pay plus your most recent annual incentive payment (the "Severance Payment"), in full satisfaction of the Corporation's obligations to You as an employee. The Severance Payment will be paid within fifteen (15) days of the date of termination and shall be subject to payroll taxes and any withholding obligations. Good Reason means the occurrence of any of the following events: (1) a material change in your responsibilities or title which are not of comparable responsibility and status as those held upon execution of this Agreement; (2) a reduction in your Base Pay, or a modification of the Corporation's incentive compensation program or benefits in a manner materially adverse to You; (3) a breach or alteration of any material term of this contract without your consent. c. If You are terminated in connection with a Change in Control, as defined by the Change in Control Severance Agreement entered into by You and the Corporation (the "Severance Agreement"), and You receive payment of the severance benefits under Section 4 of the Severance Agreement, no Severance Payment shall be due to You under this Agreement.

  • Bonus Severance A lump-sum payment equal to 100% of the Executive’s target annual bonus as in effect for the fiscal year in which the CIC Qualified Termination occurs.

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • COBRA Severance As an additional Severance Benefit, the Company will continue to pay the cost of your health care coverage in effect at the time of your Separation from Service for a maximum of twelve (12) months, either under the Company’s regular health plan (if permitted), or by paying your COBRA premiums (the “COBRA Severance”). The Company’s obligation to pay the COBRA Severance on your behalf will cease if you obtain health care coverage from another source (e.g., a new employer or spouse’s benefit plan), unless otherwise prohibited by applicable law. You must notify the Company within two (2) weeks if you obtain coverage from a new source. This payment of COBRA Severance by the Company would not expand or extend the maximum period of COBRA coverage to which you would otherwise be entitled under applicable law. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA Severance without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other coverage or (y) the last day of the twelfth (12th) calendar month following your Separation from Service date.

  • Compensation Other Than Severance Payments 4.1 If the Executive’s employment shall be terminated for any reason following a Change in Control, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if Section 18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination (or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition, if the Executive’s employment is terminated for any reason following a Change in Control other than (a) by the Company for Cause and (b) by the Executive without Good Reason, then the Company shall pay a pro-rata portion of the Executive’s annual bonus for the performance year in which such termination occurs to the Executive on the later of (x) the date that annual bonuses are generally paid to other senior executives and (y) the date that is the first business day after the date that is six months after the Date of Termination. This pro-rata bonus shall be determined by multiplying the amount the Executive would have received based upon actual financial performance through such termination, as reasonably determined by the Company, by a fraction, the numerator of which is the number of days during such performance year that the Executive is employed by the Company and the denominator of which is 365. 4.2 If the Executive’s employment shall be terminated for any reason following a Change in Control, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

  • Change of Control Severance Benefits (a) If during the Change of Control Period Cascade shall terminate Executive’s employment other than for Cause, or Executive shall terminate employment with Cascade for Good Reason, Cascade shall: (i) pay Executive (or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be), as severance pay, a sum equal to two (2) times the salary and bonus paid by Cascade to Executive during the twelve (12) month period ending on the last day of the month preceding the effective date of a Change of Control (excluding any gains resulting from exercise of stock options or vesting of restricted stock awards or other similar forms of stock compensation); (ii) cause to be continued for twenty-four (24) months after the effective date of a Change of Control, life, medical, dental, and disability coverage substantially identical to the coverage maintained by Cascade for Executive prior to the effective date of a Change of Control, except to the extent such coverage may be changed in its application to all Cascade employees on a nondiscriminatory basis; and (iii) accelerate any unvested stock-based compensation so any such stock-based compensation shall be 100% vested and immediately exercisable in full as of the date of such termination. Payments due under (i) above shall be paid to Executive in a lump sum no sooner than six (6) months after the date of Executive’s termination. (b) Notwithstanding the provisions of Section 1(a) above, if a payment to Executive who is a “disqualified individual” shall be in an amount which includes an “excess parachute payment,” the payment hereunder to Executive shall be reduced to the maximum amount which does not include an “excess parachute payment.” The terms “disqualified individual” and “excess parachute payment” shall have the meaning defined in Section 280G of the Internal Revenue Code of 1986, as amended. (c) Executive shall not be required to mitigate the amount of any payment or benefit provided for in Section 1(a) of this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 1(a) of this Agreement be reduced by any compensation earned or benefit received by Executive as the result of employment by another employer. This Agreement shall not be construed as a contract of employment or as providing Executive any right to be retained in the employ of Cascade or any affiliate thereof. (d) Prior to Executive’s gaining the right to receive, and in exchange for, the severance compensation, benefits and option acceleration provided in Section 3(a), above, to which Executive would not otherwise be entitled, Executive shall first enter into and execute a release substantially in the form attached hereto as Exhibit A (the “Release”) upon Executive’s termination of employment. Unless the Release is executed by Executive and delivered to Cascade within twenty-one (21) days after the termination of Executive’s employment with Cascade, Executive shall not receive any severance benefits provided under this Agreement, acceleration, if any, of Executive’s equity grants/benefits as provided in this Agreement shall not apply and Executive’s equity grants/benefits in such event may be exercised following the date of Executive’s termination only to the extent provided under their originals terms in accordance with the applicable equity plans and agreements.

Most Referenced Clauses

Most Referenced Definitions